Company Overview

Polomar Specialty Pharmacy, LLC is a Florida-licensed compounding pharmacy that provides both sterile and non-sterile compounded prescription medications. The company is currently authorized to serve patients in 28 states. Management’s strategic focus is to expand the pharmacy’s geographic reach and capitalize on growing demand for compounded GLP-1 weight-loss therapies and other specialized medications.

Since acquiring Polomar Pharmacy in September 2024, the company has transitioned from a predominantly local dermatology-focused pharmacy to a national prescription fulfillment platform. This transformation has included obtaining sterile compounding capabilities, building relationships with telehealth providers, and expanding prescription fulfillment services for compounded GLP-1 medications. A key milestone was the execution of a pharmacy services agreement with CareValidate in 2025, which began generating revenue through prescription fulfillment for telehealth patients.

The company continues to face operational and financial challenges associated with this transition, including increased compensation and infrastructure costs, investments in regulatory compliance and product development, and the need for additional capital to support growth. While prior supply chain issues have largely been resolved, management remains focused on achieving greater operating scale and improving financial performance.

The company also plans to launch SlimRx™, a telehealth platform focused on weight-loss treatment, during the third quarter of 2026. SlimRx is expected to connect patients with licensed healthcare providers and generate prescription volume that will be fulfilled by Polomar Pharmacy, creating an integrated patient acquisition and fulfillment model.

Looking forward, management believes that growth will be driven by expanding pharmacy fulfillment services for telehealth providers, increasing prescription volumes through the SlimRx platform, obtaining additional state licenses, and adding new business-to-business customers. The company’s ability to execute these initiatives and secure sufficient capital resources will be critical to achieving its long-term growth objectives.

Recent Events

Merger Agreement On July 23, 2025, the company entered into a merger agreement with Altanine Inc. (“Altanine”), under which Altanine would become a wholly owned subsidiary of Polomar. The agreement was terminated on June 12, 2026, as the parties mutually agreed that the merger was no longer in the best interests of their respective corporations and shareholders.

Corporate Governance Effective July 1, 2026, David Spiegel and Mr. Tierney resigned from the company’s Board of Directors. Mr. Tierney continues to serve as President and Interim Chief Executive Officer. The Board was expanded from one to five directors with the appointments of George Hornig, Alexandra Peterson, Gabrielle Toledano, and George Caruolo, while Gabriel Del Virginia continued as a director. The Board also appointed George Caruolo as Lead Independent Director and established a Special Committee of independent directors to review and make recommendations regarding potential related-party acquisition transactions.

Officer Appointments Effective July 1, 2026, George Hornig was appointed Executive Chairman and Chair of the Board, Mr. Tierney was appointed Interim Chief Executive Officer and principal executive officer, and Timothy M. Papp was appointed Secretary and General Counsel. Effective July 15, 2026, Douglas Beck was appointed Chief Financial Officer and Treasurer and now serves as the company’s principal financial officer and principal accounting officer.

Equity Incentive Plan On July 1, 2026, the Board amended and restated the company’s equity incentive plan, reducing the annual evergreen share reserve increase from 10% to 3% of outstanding common stock, effective beginning January 1, 2027.

Results of Operations for the Three Months ended June 30, 2026, and June 30, 2025

Revenue Revenue increased by $1,523,235 to $1,528,705 for the three months ended June 30, 2026, from $5,470 for the three months ended June 30, 2025. The increase was attributable to the expansion of the company’s commercial pharmacy operations and materially higher prescription fulfillment volume.

Cost of Goods Sold and Gross Profit Cost of goods sold increased by $591,151 to $592,789 for the three months ended June 30, 2026, from $1,638 for the comparable 2025 period, consistent with the increase in prescription volume and product sales. Gross profit increased by $932,084 to $935,916 from $3,832. Gross margin was approximately 61.2% for the 2026 quarter.

General and Administrative Expenses General and administrative expenses decreased by $295,538, or 53.1%, to $261,120 for the three months ended June 30, 2026, from $556,658 for the comparable 2025 period. The decrease was primarily attributable to a reduction in depreciation and amortization, the absence of stock-based compensation, and a decrease in professional fees.

Sales and Marketing Expenses Sales and marketing expenses increased by $445,912 to $456,419 for the three months ended June 30, 2026, from $10,507 for the comparable 2025 period. The increase was primarily attributable to commissions, shipping and fulfillment costs, and information-technology and telemedicine hosting expenses.

Other Expense Interest expense decreased by $24,211 to $18,019 for the three months ended June 30, 2026, from $42,230 for the comparable 2025 period, primarily reflecting lower financing costs and changes in outstanding related-party borrowings.

Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025

Revenue Revenue increased by $2,524,213 to $2,534,224 for the six months ended June 30, 2026, from $10,011 for the six months ended June 30, 2025. The increase was attributable to the expansion of the company’s commercial pharmacy operations and substantially higher prescription fulfillment volume during 2026.

Cost of Goods Sold and Gross Profit Cost of goods sold increased by $1,044,820 to $1,047,818 for the six months ended June 30, 2026, from $2,998 for the comparable 2025 period. Gross profit increased by $1,479,393 to $1,486,406 from $7,013. Gross margin was approximately 58.7% for the first six months of 2026.

General and Administrative Expenses General and administrative expenses decreased by $448,434, or 46.9%, to $507,059 for the six months ended June 30, 2026, from $955,493 for the comparable 2025 period. The decrease was primarily attributable to a reduction in depreciation and amortization, the absence of stock-based compensation, and a decrease in professional fees.

Sales and Marketing Expenses Sales and marketing expenses increased by $737,615 to $767,876 for the six months ended June 30, 2026, from $30,261 for the comparable 2025 period. The increase was primarily attributable to higher shipping and fulfillment costs, commissions, information-technology and telemedicine hosting expenses, and royalties.

Other Expense Interest expense decreased by $47,186 to $36,490 for the six months ended June 30, 2026, from $83,676 for the comparable 2025 period, primarily reflecting lower financing costs and changes in outstanding related-party borrowings.

Cash Flows Net cash provided by operating activities was $155,682 for the six months ended June 30, 2026, primarily reflecting net income, non-cash depreciation and amortization, and an increase in accounts payable and accrued expenses, offset by an increase in accounts receivable and other current assets. Net cash used in operating activities was $233,357 for the six months ended June 30, 2025, primarily reflecting a net loss, offset by non-cash depreciation and amortization and stock-based compensation.

The company did not have any cash provided by (used in) investing activities for the six months ended June 30, 2026 or June 30, 2025. Net cash used in financing activities was $108,960 for the six months ended June 30, 2026, due to repayment of a related-party promissory note and a dividend payment. Net cash provided by financing activities was $231,844 for the six months ended June 30, 2025, due to proceeds from related-party notes.

Liquidity and Capital Resources The company’s liquidity is primarily dependent on its ability to generate revenues and raise capital. As of June 30, 2026, the company has an accumulated deficit of $13,526,169, and management has determined that substantial doubt exists about the company’s ability to continue as a going concern for one year from the date of the filing of the 10-Q. Management’s plans to address this include raising additional capital, exploring potential business opportunities, and increasing revenue, but there is no assurance that these efforts will be successful.

Critical Accounting Estimates As of June 30, 2026, there were no significant changes in the application or the nature of accounting estimates that are considered critical in nature from those presented in the company’s Annual Report on Form 10-K.

Smaller Reporting Company The company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, which allows it to take advantage of certain exemptions from disclosure requirements, including the auditor attestation requirements of Section 404.

Related Party Transactions See Note 3 to the accompanying financial statements for information on related party transactions.